Adjudication 2012 ore5007 ( December 31, 2012)

It is paid in return for contribution to the acquisition process, not title trust.

In light of the fact that not only the establishment of a pledge but also the responsibility for repayment for the shortage, and that it is directly responsible for the preparation of acquisition price, such as endorsement on the per share sheet, etc., it is reasonable to view that it was paid as compensation for contribution not to the title trust but to the acquisition process.

Tax amount paid under Article 17 of the Value-Added Tax Act

2013Guhap51657 Revocation of Disposition of Imposition of Gift Tax

KimA

10,556

OOO

JII

6,700

CC Kim

10,400

OOO

D Kim D Kim

7,280

OOO

Park JJ

6,900

EE

7,280

OOO

EK

6,700

FF Kim

2,184

OOO

B. As a result of the investigation into the shareholder change situation of the non-party company, the director of Daegu Regional Tax Office deemed that the intervenor, who was the actual owner of the non-party company, title trust the non-party company’s shares 10,556 shares (hereinafter “the shares of this case”), and notified the Defendant of the gift

D. The Plaintiff appealed and filed an appeal with the Tax Tribunal on November 1, 2012, but the Tax Tribunal dismissed the Plaintiff’s appeal on December 31, 2012.

[Reasons for Recognition] The entry of Evidence Nos. 1-2, 3, Eul Nos. 1 and 2, and the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff and the intervenor's assertion

1) In return for the contribution of KimB to acquire the non-party company, the instant shares are allocated to KimB.

As the plaintiff was received by the respondent, the intervenor did not title trust to the plaintiff, but owned by the plaintiff.

is the same.

2) The Plaintiff did not conclude a title trust agreement with the Intervenor, as well as the instant shares.

KimB was not aware of the transaction at all, which is regardless of the plaintiff's will.

The Plaintiff’s use of the Plaintiff’s name, and the Plaintiff’s use of the Plaintiff’s name under the main sentence of Article 45-2(

The regulation on deemed donation does not apply to the regulation on deemed donation.

3) Even if the instant shares were held in title trust with the Plaintiff, Article 26

Inasmuch as there was no intention to avoid tax, the same provision under the proviso of Article 45-2(1)1 of the Inheritance Tax and Gift Tax Act is applicable.

No provision on deemed donation set forth in the main sentence of this paragraph shall apply.

4) Even if the imposition of gift tax against the plaintiff is lawful, the defendant is the non-party company's person.

The value of the donated property shall be calculated on the basis of KRW 8.6 billion, but the acquisition price of the non-party company shall be the acquisition price.

The defendant's calculation of the value of donated property is illegal because it is merely 4 billion won.

B. Relevant statutes

It is as shown in the attached Form.

C. Facts of recognition

1) HGG Co., Ltd. and MM Co., Ltd. that deliver steel products to Posco Co., Ltd.

(hereinafter referred to as "MM") has been operated, and the child's death, his spouse, and the person's illness, etc.

as a result of a situation in which the management of the company is unable to take place, the company from the end of 2007 to KimB

The business consulting affairs of the non-party company and the sales consulting affairs shall be considered.

2) HGG will accept Nonparty Company and MM from KimB around 2009 to the extent of KRW 15 billion.

The KimB requested to identify the participants, and KimB introduced the Intervenor to the LG.

was made.

3) KimB set the acquisition price at KRW 10 billion on the part of the Intervenor’s financial support to the GG.

The request was made, and the LGG did not refuse to accept the repeated request made by KimB.

10 billion won was lowered. In addition, KimB had priority over the financial circumstances of the Intervenor to GG.

The non-party corporation shall acquire the non-party corporation in KRW 5.5 billion and then acquire the non-party corporation in KRW 4.5 billion through the non-party corporation.

GG has requested to consider the method to accept the proposal of KimB.

M&A with respect to the new non-party company, and will take over without the company's actual intention conducted in the process.

The term "" was called.

4) The shares of the non-party company between the Plaintiff, KimB, the Intervenor, etc. and the non-party company on August 27, 2009

72,800 shares (70 percent of shares, the number of shares of this case acquired by the plaintiff out of that number shall be 10,556 shares).

The instant contract was concluded to acquire KRW 3,490,000,000, and the path of the Intervenor on the same day.

GG acquisition of the remaining 31,200 shares of the non-party company (30%) in KRW 1,99,920,000.

The contract was entered into.

5) At the time, the intervenor was in the relationship that the funds that the intervenor could raise were 2 billion won or more;

The N and N and 2N Corporate Restructuring Association introduced by Congress (hereinafter collectively referred to as the “N and N and 2”)

The purpose of this paper is to raise funds of KRW 2 billion from the NN to cover the acquisition cost.

6) The intervenor on September 2, 2009 2 billion won in total of 31,200 shares of the non-party company to N on September 2, 2009

on November 30, 2009, the Intervenor sold the shares from N on November 30, 2009 2.240 million won.

to purchase again. At the same time, the Intervenor’s re-purchase

The KimB set up a pledge on the shares KimB owned by the N to the N.

C. On the other hand, the NN receives from the NN by exercising the NN’s rights, which is a neighboring pledgee.

(1) If the amount is insufficient to cover the expenses of the exercise of a pledge and the secured debt, a pledge

It is stated that the founder is still responsible for the shortage.

7) 1.99 million won out of the aggregate of the acquisition price of the non-party company 5.49 billion won, and the intervenor and the intervenor

Kim Young-young, the spouse of the State, paid as a check, and KRW 2 billion raised from N to N.

1.5 billion won was paid by the participant, and the shares issued by AAE, a corporation whose representative director is the participant.

On the other hand, KimB endorsed on the check of this party.

8) KimB on September 3, 2009, as the internal director of the non-party company, and the intervenor on the same day as the non-party company.

In-house directors and representative directors respectively, they were appointed.

9) Since then the intervenor was aware of the initial KRW 2.7 billion as a result of ascertaining the financial status of the non-party company

- - Other

Article 1 Payment of Agreed Amount

1) The intervenor is 45 million won against the plaintiff and KimB on the condition that the plaintiff and KimB implement not more than the following paragraph 2.

shall be paid by the Board.

Article 2 Obligations of Plaintiffs and KimB

1) The Plaintiff and KimB shall substitute the Intervenor and the Non-Party Company’s shareholders, officers, and employees, N, etc.

any civil action, criminal charge, accusation, or complaint after the agreement is reached, and not listed above;

petition, information, objection, or third party of the institution concerned against the person or the corporation; or

shall not commit any act that may be detrimental to any person, such as oral or written offer.

Article 3 Transfer of Shares

1) The entire shares of the non-party company under the name of the plaintiff and KimB are transferred in the name of the intervenor, and the plaintiff and Kim Jong-Gyeong.

The Association shall not make any claim or objection to the shares of the Company in the future.

It is confirmed that the obligation to return the provisional payments of the routeG, previously, was 4.2 billion won, and the contingent obligation to the routeG.

The request for the reduction of the subscription price was made on the ground of the increase, but the GG did not comply with it, and the Intervenor did not comply with it.

The number of units so paid has been suspended.

10) Around December 2009, KimB filed a criminal complaint against the intervenor for breach of trust against the intervenor, and the non-party company

KimB and the intervenor company, such as filing an application for provisional disposition seeking suspension of the performance of duties as representative director, etc.

Accordingly, there was a dispute about the operation of the non-party company.

11) On December 28, 2009, Nonparty Company opened a temporary general meeting of shareholders on December 28, 2009 to dismiss KimB from its internal director.

The agenda was resolved.

12) The Plaintiff and KimB shall be the instant stocks and Kim N with the Intervenor and N around December 23, 2010.

B agreed to transfer the shares held by the intervenors in KRW 45 million (hereinafter referred to as “instant shares”) to the intervenors

The terms of this case are as follows. The main contents of this case's agreement are as follows.

[Reasons for Recognition] Each entry and change in Evidence Nos. 3, 5 through 10, 15, 18, 23 (including each number)

The purpose of the whole theory

D. Determination

1) The main sentence of Article 45-2(1) of the Inheritance Tax and Gift Tax Act requires the transfer of rights or the registration, etc. thereof.

If the actual owner of one property (excluding land and buildings) is different from the actual owner, the actual owner;

on the date of registration, etc., the nominal owner shall be deemed to have donated the value of the property to the actual owner.

The title trust agreement must be deemed to be an explicit limitation between the truster and the trustee.

(b) It is not established by a contract but by an implied agreement, and may also be established by a name,

whether or not there has been an implied agreement on the entrustment, the relationship between the truster and the trustee, and the trustee,

All the motive and circumstances of keeping property in custody, details of transactions between the truster and the trustee, etc.

All the circumstances must be determined reasonably in light of social norms, and the certificate of title trust property

In the imposition of gift tax on the basis of such provision, the burden of proving whether the title trust is held shall be borne.

Tax authorities, the subject of gift tax, are the subject of imposing gift tax.

2) We examine the following. The evidence mentioned above and the purport of the entire pleadings can be considered as a whole.

In full view of the above circumstances, the evidence produced by the Defendant alone by the Intervenor to the Plaintiff

It is insufficient to recognize that a title trust had been made on a stock, and there is no other evidence to recognize it.

A) The relationship between the plaintiff, KimB and the intervenor: The relationship between the plaintiff, KimB and the intervenor is related to the business of the plaintiff, KimB and the intervenor

20% of the total shares of the non-party company (the spouse KimB of the plaintiff)

Sector) The degree of title trust does not have a special relation to the degree of degree of title trust. On the other hand, the instant case is not a relation.

The KimCC, which is described as the contractual purchaser, is the spouse of the intervenor and KimD, the intervenor's co-born;

The EE and KimF shall be an employee of the Intervenor to the extent that the Intervenor may believe and title trust.

The relationship seems to be one-friendly.

B) Contribution by KimB on the acquisition of the non-party company: the defendant shall be the non-party company by the plaintiff and KimB.

Inasmuch as there was no payment of subscription price for shares, title trust was made for the shares of this case.

Although the plaintiff and KimB paid the acquisition price of the shares of the non-party company in cash.

The following circumstances may be known, however, by adding to the overall purport of the pleading, to the facts alleged above;

In other words, (1) KimB shall introduce participants to the wayG and, through negotiations with the wayG, LG.

Nonparty Company and MM’s acquisition price of KRW 15 billion, which was initially presented, was reduced to KRW 10 billion.

corporation and the non-party company taking into account the difficulties of the intervenor's financial resources even in the acceptance method;

In lieu of the method of accepting ethyl at the same time, the Intervenor first acquired the non-party company and then subsequently acquired it.

(2) The intervenor as the intervenor shall be KimB to acquire the MM through the Corporation.

under such terms and conditions as the broker would have paid for the acquisition of the non-party company.

At the time, the intervenors did not have any surplus funds, and ③ these circumstances

In lieu of receiving a commission in cash, KimB shall receive the shares of the non-party company.

In order to participate in the management, the intervenor also seems to have consented to the management, and ④ The non-party company

amount of KRW 5.5 billion paid by the Intervenor at the time of the acceptance, the amount paid by the Intervenor at the time of the acceptance, shall not be less than KRW 2.0 billion

approximately 36%) The remainder was raised from N (2 billion won) and

The shares of this case were paid to NN as the per unit (1.5 billion won), and KimB shall be given to N.

not only the establishment of the authority but also the responsibility for reimbursement for the shortage.

In addition, it is directly responsible for the preparation of acceptance price, such as endorsement on the above number of units, etc.

In light of the above, the shares of this case Kim in the process of acquiring the non-party company, such as the mediation of the non-party

It is reasonable to view that the Plaintiff, as the spouse of KimB, was paid in return for the contribution of BB.

C) substantial exercise of shareholder's rights: KimB shall immediately after the acquisition of shares, hold in-house directors of the non-party company

In order to take office and participate in the management of the non-party company, the director of the accounting office.

Exercise the right to peruse or exercise the right to vote at a general meeting of shareholders, against the general meeting of shareholders.

It also expressed a large opinion.

D) Related to the agreement of this case: The defendant's shares and the amount under the agreement of this case.

The agreement pursuant to the return of title trust shares rather than the transfer price for the shares held by KimB;

The acquisition price of the shares of this case and KimB owned by this case is merely just because it is argued that the acquisition price of the shares of this case and KimB

Although they reach approximately KRW 1 billion, after the acquisition of the non-party company, the foreign debt amounting to KRW 1.5 billion or less after the acquisition of the non-party company.

of the Intervenor’s NN as well as the fact that the initial acquisition price has been found to be excessive, such as

The shares of the non-party company are not subject to the re-purchase agreement, and thus the said shares are still subject to a pledge right.

In fact, the actual value is long, and KimB is dismissed from the inside director, and the non-party association is dismissed.

to be a shareholder of the non-party company as long as it was excluded from the management of the company shall be liable to N only for N.

under this circumstance, the plaintiff and KimB are only the participants of this case and Kim Jong-Gyeong

of the shares held by the Board shall not be less than 45 million won and shall not be more than 45 million won and shall not be less than N

In light of the fact that the amount under the instant agreement appears to be the transfer price for the instant shares and KimB-owned shares, it is reasonable to deem that the amount under the instant agreement is the transfer price.

3) Therefore, the instant disposition based on the premise that the instant shares were held in title trust is made by the Plaintiff and the Plaintiff.

The Intervenor’s remaining arguments are unlawful without need to further examine them.

3. Conclusion

Therefore, the plaintiff's claim is reasonable, and it is decided as per Disposition.

Head of Seogju Tax Office

January 16, 2014

February 6, 2014

1. The Defendant’s imposition of gift tax of KRW 000 against the Plaintiff on October 10, 2012 is revoked. 2. The litigation cost is assessed against the Defendant.

The same shall apply to the order.

1. The process of the disposition is. On August 27, 2009, the Plaintiff’s Intervenor (hereinafter referred to as the “ Intervenor”), KimB, KimB, KimD, KimD, static, and KimF entered into a management agreement to acquire 72,800 shares of LLL Co., Ltd. (hereinafter referred to as “Nonindicted Co., Ltd”) (70% of the total shares issued by the Nonparty Co., Ltd. 104,000 shares) (hereinafter referred to as “instant agreement”). On the stock purchase and management acquisition agreement to acquire 100 shares (hereinafter referred to as “instant agreement”). On August 27, 2009, the Plaintiff agreed to acquire 72,80 shares of LLL Co., Ltd. (hereinafter referred to as “Nonindicted Co., Ltd.”) as listed below between GG, HH, HH, H II, H II, HJ, HJ, PJ, and HK.